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         CONFRERIE DE LA CHAINE DES ROTISSEURS<br />
		 ASSOCIATION GOVERNED BY THE LAW OF JULY 1, 1901 <br />
REGISTERED OFFICE: 7, RUE D'AUMALE, 75009 PARIS <br />
(MODIFIED ON JUNE 18, 2005) <br /><br />
(This English translation has been prepared for informational purposes only. In 
case of conflict between the French version and this translation, the French version 
shall control.) <br /><br />
These by-laws cancel and replace any and all statutory or other rules which may 
have existed with respect to their subject matter. <br /><br />
At Easter 1950, three gourmets, Curnonsky, elected Prince of the Gastronomes, Dr. 
Auguste Becart and Jean Valby, and two professionals, Louis Giraudon and Marcel 
Dorin, pledged to restore the spirit of the ancient guild in bringing together professionals 
and amateurs of good food and gourmets. <br /><br />
In August 1950, the Confrérie de la Chaîne des Rôtisseurs was founded. The by-laws 
were filed with the Préfecture de Police of Paris on August 3, 1950 and published 
in the "Journal Officiel de la République Française" on August 29, 1950, page 9316. 
Ever since, the Chaîne des Rôtisseurs has continued to develop, not only in France, 
but throughout the world. <br /><br />


         </div>
        
          <div class="con_info">
            <h2>- ARTICLE 1</h2>
            <div class="info_t">
              <div class="info_article">The Confrérie de la Chaîne des Rôtisseurs (hereinafter the "Chaîne") is composed 
of all individuals and legal entities having accepted these by-laws by joining the 
Chaîne according to the rules of admission provided for by the "règlement intérieur". 
              </div>
            </div>
          </div>
          <div class="con_info"> 
            <h2>- ARTICLE 2</h2>
            <div class="info_t" style=" display:none;">
              <div class="info_article">The objective of the Chaîne is to promote gastronomy and the "culture de la table" 
in their broadest sense, whether it involve food or drink, in all countries, by 
encouraging in particular the development of the culinary arts, specifically grilling 
and spit cooking techniques; and, more generally, to carry out all acts, to perform 
all operations and to perform all activities accessory or connected to this objective 
or which may facilitate its realization. 
</div>
            </div>
          </div>
          <div class="con_info">
            <h2>- ARTICLE 3</h2>
            <div class="info_t" style=" display:none;">
              <div class="info_article">The Chaîne will implement its objectives through the organization of, among others, 
meals, conferences, conventions, competitions, chapter meetings, exhibitions, culinary 
and gastronomic demonstrations, press articles and publications regardless of the 
form or medium. The resources of the Chaîne are all those allowed by the laws and 
regulations in force at any given time. 
</div>
            </div>
          </div>
          
          <div class="con_info">
            <h2>- ARTICLE 4</h2>
            <div class="info_t" style=" display:none;">
              <div class="info_article">The members of the Chaîne have a duty of fraternity and respect of their fellow 
members. 
</div>
            </div>
          </div>
          <div class="con_info">
            <h2>- ARTICLE 5</h2>
            <div class="info_t" style=" display:none;">
              <div class="info_article">The world headquarters of the Chaîne shall be located in France, at any address 
the Board of Directors may determine. As of today, the registered office is at 7, 
rue d'Aumale, 75009 Paris. 
</div>
            </div>
          </div>
          <div class="con_info">
            <h2>- ARTICLE 6</h2>
            <div class="info_t" style=" display:none;">
              <div class="info_article">6.01 The Chaîne is organized in as many National Bailliages as the number of countries 
in which there are enough members to justify the formation of a Bailliage. <br />
6.02 Each of these National Bailliages shall be governed by a Bureau under the authority 
of a Bailli Délégué and shall carry out its activities in accordance with these 
by- laws, the "règlement intérieur" and the instructions which may be issued by 
the Board of Directors from time to time. <br />
6.03 The amount of the dues to be paid by members of any given National Bailliage 
shall be determined by the Bureau of such Bailliage with the approval of the Board 
of Directors. The amount of the sums the National Bailliage may retain in order 
to develop its activities and the amount of the sums to be paid to the headquarters 
of the Chaîne shall be determined by the Board of Directors. <br />
6.04 The decision to form a National Bailliage belongs to the Board of Directors, 
which shall designate the Bailli Délégué. 
</div>
            </div>
          </div>
          <div class="con_info">
            <h2>- ARTICLE 7</h2>
            <div class="info_t" style=" display:none;">
              <div class="info_article">7.01 The Chaîne is governed by a Board of Directors composed of 5 to 15 members. 
Directors shall be elected by the General Assembly. Except in the event of prior 
termination by the General Assembly, their term of office shall be approximately 
3 years and shall expire upon adjournment of the General Assembly called to approve 
the accounts of the second fiscal year following that during which such Directors 
shall have been elected. For example, and except in the event of prior termination 
by the General Assembly, Directors elected by the General Assembly called to act 
on the accounts of the fiscal year ended September 30, 1993 shall remain in office 
until the date of the General Assembly called to act on the accounts of the fiscal 
year ended September 30, 1996. Directors may be re-elected without limitation. <br />
7.02 Board meetings are called by the President or by 25% of the Board members, 
at any place specified in the notice of the meeting. Notice must be sent sufficiently 
in advance so that it is received at least 14 days prior to the meeting. In any 
event, the Board must meet at least once per semester. If no Board meeting is held 
for more than 9 consecutive months, any Director may call a meeting. <br />
7.03 The Board shall only be able to act upon the agenda set forth in the notice 
of meeting. <br />
7.04 Furthermore, the Board of Directors may make no valid decision unless at least 
50% of its members attend the meeting, in person or by proxy. Each Director may 
represent one or several other Directors at Board meetings. Proxies may be given 
in any written form, including by telex or telecopy. <br />
7.05 Subject to the provisions of Article 7.06 and 7.07 below, all decisions of 
the Board shall be adopted by a majority vote of those members present or represented. 
In case of a tie vote, the decision shall rest with the President. 7.06 The Board of Directors may also, notwithstanding the provisions of Articles 
7.02 through 7.05 above, deliberate by way of written consultations, including by 
e- mail, on the initiative of the President. The draft resolutions proposed by the 
President shall be deemed adopted when approved without reservation by the majority 
of the members of the Board of Directors. Resolutions made by way of written consultations 
shall be recorded in the minutes of the Board, like the resolutions adopted in regular 
meetings. <br />
7.07 The Board of Directors may, by decision of a two-thirds majority of the total 
number of members composing the Board, appoint other Board members, up to a maximum 
number of 15 members. The term of office of the Directors thus appointed shall expire 
at the same date as that on which the term of office of the elected Directors shall 
expire. <br />
7.08 Should the number of Directors become fewer than 5, any Director may, after 
conferring with the other Directors, call a General Assembly as soon as possible 
to elect a new Board.<br />
</div>
            </div>
          </div>
          <div class="con_info">
            <h2>- ARTICLE 8</h2>
            <div class="info_t" style=" display:none;">
              <div class="info_article">8.01 The President is elected by the General Assembly for the same term as that 
of the other Directors. He may be re-elected without limitation. 8.02 The President 
must reside in France. <br />
8.03 The President shall carry out his duties subject to the control of the Board 
and must implement the resolutions which may be adopted by the Board. Subject to 
the foregoing, and subject to the terms of these by-laws, the President has full 
authority to act in all circumstances in the interest and in the name of the Chaîne 
which he represents vis-à-vis third parties. He may delegate powers as he deems 
fit. Such delegations may be expressed or implied and shall always be revocable. <br />
8.04 The President shall seek Board approval for any decision which, given its impact 
on the financial situation of the Chaîne or its image, or given its strategic nature, 
may not be regarded as a decision to be made in the regular and day-to-day course 
of business. This applies, in particular, to any major capital expenditure, any 
recruitment of high-level employees, any major advertising expenditure or any decision 
pertaining to the definition of the communication policy or the policy to be implemented 
regarding licenses of the name and/or logo of the Chaîne. <br />
8.05 Should, for any reason whatsoever, the President be unable to act, any Director 
shall, as soon as possible, call a Board meeting which shall appoint an interim 
President and call a General Assembly to elect a new President. 
</div>
            </div>
          </div>
          <div class="con_info">
            <h2>- ARTICLE 9</h2>
            <div class="info_t" style=" display:none;">
              <div class="info_article">The Board shall designate among its members the Treasurer, who shall be in charge 
of the preparation of the financial statements and shall have, like the President, 
banking signature powers. 
</div>
            </div>
          </div>
          <div class="con_info">
            <h2>- ARTICLE 10</h2>
            <div class="info_t" style=" display:none;">
              <div class="info_article">In furtherance of the ideal to link the present-day Chaîne to the Rôtisseurs guild 
of the Middle Ages, the Treasurer shall bear, vis-à-vis the members of the Chaîne, 
the title of “Grand Argentier”. The honorary title of "Grand Maître", corresponding 
to the highest distinction within the Chaîne, may only be granted to a former President 
or any other person having made an exceptional contribution to the Chaîne. 
</div>
            </div>
          </div>
          <div class="con_info">
            <h2>- ARTICLE 11</h2>
            <div class="info_t" style=" display:none;">
              <div class="info_article">11.01 The Conseil Magistral is composed of all the Directors and of non- Director 
members of the Chaîne, provided the number of non-Directors shall in no event exceed 
50. <br />
11.02 The non-Director members of the Conseil Magistral are elected every year by 
the General Assembly, upon Board proposal. This decision of the General Assembly 
shall be guided by the objective to secure, to the extent possible, a representation 
of the National Bailliages on the Conseil Magistral which takes into account, inter 
alia, the number of members of each Bailliage. This decision may also aim at involving 
in the decision- making of the Chaîne, regardless of any link with any particular 
National Bailliage, members whose contribution justifies their membership on the 
Conseil Magistral. Members of the Conseil Magistral may be re-elected without limitation. <br />
11.03 In addition to its participation in any decision that may lead to a modification 
of the by-laws, as provided for in Article 13 below, the responsibilities of the 
Conseil Magistral are as follows: <br />
(a) decide, upon proposal of at least 20 members or of the Board of Directors, any 
modification of the "règlement intérieur";  <br />
(b) decide, upon proposal of at least 20 members or of the Board of Directors, which 
members shall be appointed to the Conseil d'Honneur;  <br />
(c) make recommendations regarding any question relating to the activities of the 
Chaîne;  <br />
(d) decide upon any matter which the Board of Directors may have submitted to the 
Conseil Magistral. <br />
11.04 Conseil Magistral meetings are called by the Board or by 20 members of the 
Conseil Magistral, at any place in France set forth in the notice of meeting. The 
notice of the meeting must reach members at least 30 days prior to the meeting. 
Meetings must be held at least once a year. If no meeting is held for more than 
18 consecutive months, any member of the Conseil Magistral may call a meeting. <br />
11.05 The President presides over meetings of the Conseil Magistral. If the President 
does not attend a meeting, the members physically attending the meeting shall designate 
the chairman of the meeting among themselves by a vote by show of hands in which 
proxies shall not be taken into account. <br />
11.06 No decisions may be made by the Conseil Magistral outside the scope of the 
agenda. <br />
11.07 Furthermore, the Conseil Magistral can make no valid decision without at least 
50% of its members attending the meeting, in person or by proxy. A member of the 
Conseil Magistral may represent one or several other members. Proxies may be given 
in any written form, including by telex or facsimile. <br />
11.08 All decisions shall be adopted by a majority vote of those members present 
or represented at the meeting. In case of a tie vote, the decision shall rest with 
the President. 
</div>
            </div>
          </div>
          <div class="con_info">
            <h2>- ARTICLE 12</h2>
            <div class="info_t" style=" display:none;">
              <div class="info_article">Conseil d'Honneur members shall be appointed in accordance with the provisions of 
Article 11.03 (b) above. They will have to decide upon any matter which may be submitted 
to them by the Board of Directors. 
</div>
            </div>
          </div>
          <div class="con_info">
            <h2>- ARTICLE 13</h2>
            <div class="info_t" style=" display:none;">
              <div class="info_article">13.01 All paid up members of the Chaîne have access to the General Assembly, regardless 
of the National Bailliage to which they belong. A member shall be considered “paid 
up” if he/she has paid his/her dues – or admission fees, as the case may be – to 
his/her National Bailliage and if the corresponding contribution has been received 
by the Chaîne within the time frame determined by the Board of Directors in advance 
of each General Assembly. The Board of Directors may grant waivers when justified 
by exceptional circumstances. <br />

13.02 The General Assembly has exclusive responsibility to approve the financial 
statements, designate the members of the Conseil Magistral (subject to the provisions 
of 7.06 above), designate statutory auditors and modify the by-laws (except for 
a change of address of the principal office). <br />
13.03 The General Assembly is called by the Board, at any place in France determined 
by the Board. Members must receive notice of the meeting at least 2 months in advance. 
Such notice may be given by way of an announcement on the Chaîne official website 
doubled with an individual notice to each Bailli Délégué. Meetings must be held 
at least once a year. If no meeting is held for more than 18 consecutive months, 
any Director may call a General Assembly. <br />
13.04 The General Assembly is presided over by the President. In his absence, the 
members of the Conseil Magistral physically attending the meeting shall designate 
the chairman of the meeting among themselves by a vote by show of hands in which 
proxies shall not be taken into account. <br />
13.05 The General Assembly may only act upon the agenda contained in the notice 
of meeting. <br />
13.06 Any member of the Chaîne may propose resolutions (apart from those proposed 
by the Board). To be considered, such resolutions must, however, (i) be communicated 
to the Board at least 35 days before the date of the General Assembly and (ii) have 
been approved by at least 3 members of the Conseil Magistral. <br />
13.07 Each member of the Chaîne may be represented by proxy at the General Assembly 
any other member of the Chaîne. There is no limit as to the number of proxies one 
member can hold for meetings of the General Assembly. Additionally, each Bailli 
Délégué shall be deemed to represent all the members of his Bailliage having access 
to the General Assembly, except for those members electing to attend personally 
or having given proxy to another member of the Chaîne. In the event a Bailli Délégué 
was unable to attend a given General Assembly, he/she may delegate the representation 
and voting rights described above to any member of the National Bureau of his/her 
Bailliage or to any member of the Conseil Magistral, this delegation being only 
applicable to this particular General Assembly. In order to be valid, the delegation 
shall meet the following requirements: It shall be made in writing, in the French 
or the English language. An original shall be remitted to the delegatee, so that 
he/she may produce it when admitted to the General Assembly, and a second shall 
be hand delivered, mailed (with return receipt requested) or faxed to the Siège 
Mondial, so to be received at least ten (10) days in advance of the General Assembly. <br />
13.08 For decisions not resulting in a modification of the by-laws, no quorum is 
required. Resolutions may be adopted by a majority of those members present or represented 
at the meeting. <br />
13.09 Any decision resulting in a modification of the by-laws must, before being 
submitted to a vote of the General Assembly, be approved by the Conseil Magistral, 
which will decide thereon by a two-thirds majority of the members present or represented, 
provided the quorum requirement set out in Article 11.07 is met. Once this first 
test is passed, the resolution may be submitted to the General Assembly, which may 
only validly act provided that (i) the decision of the Conseil Magistral was not 
made more than one year prior to the date of the General Assembly and (ii) at least 
2,000 members are present, either in person or by proxy. The resolution shall be 
adopted by a two-thirds majority of those members present or represented at the 
General Assembly. 
</div>
            </div>
          </div>
          <div class="con_info">
            <h2>- ARTICLE 14</h2>
            <div class="info_t" style=" display:none;">
              <div class="info_article">The oath of the Rôtisseurs : "I pledge that, as a member of the Chaîne des Rôtisseurs, 
I will at all times honor the Art of Cuisine and the Culture of the Table. I pledge 
to always fulfill my obligations of brotherhood and respect for my fellow members 
of the Chaîne des Rôtisseurs." 
</div>
            </div>
          </div>
          <div class="con_info">
            <h2>- ARTICLE 15</h2>
            <div class="info_t" style=" display:none;">
              <div class="info_article">The following matters fall within the scope of the "règlement intérieur": <br />- rules 
of admission of new members; <br />- appointments and promotions; <br />- inductions;<br /> - diplomas; <br />
- termination of membership;<br /> - titles, grades, insignia; <br />- rules applicable to professional 
members. * * 
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